1、ACCA 考试 F4 公司法与商法（Hong+Kong）真题 2008 年 12 月及答案解析(总分：99.99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation to the rules adopted by the courts in statutory interpretation: （分数：10.00）(1).(a) Explain the literal rule, the golden rule and the mischief rule. (5 marks) （分数：5.00）_(2).(b) State h
2、ow the Bill of Rights Ordinance (Cap 383) affects the approach adopted by the courts in statutory interpretation. (5 marks)（分数：5.00）_In relation to the Sales of Goods Ordinance (Cap 26): （分数：10.00）(1).(a) Explain the rule Nemo dat quod non habat. (3 marks) （分数：5.00）_(2).(b) Explain the following exc
3、eptions to the nemo dat rule: (i) Estoppel; (3 marks) (ii) Market Overt. (4 marks)（分数：5.00）_1.State and explain the remedies available for breach of contract. (10 marks)（分数：10.00）_In relation to the termination of an employment contract, explain the following: （分数：10.00）(1).(a) Unreasonable dismissa
4、l; (5 marks) （分数：5.00）_(2).(b) Unlawful dismissal. (5 marks)（分数：5.00）_In relation to company law, explain the following terms: （分数：10.00）(1).(a) A share; (3 marks) （分数：2.50）_(2).(b) A debenture; (2 marks) （分数：2.50）_(3).(c) Authorised capital; (3 marks) （分数：2.50）_(4).(d) Premium. (2 marks)（分数：2.50）_I
5、n relation to s.270 of the Securities and Futures Ordinance (Cap 571): （分数：10.00）(1).(a) State the circumstances under which insider dealing in relation to a listed corporation takes place. (7 marks) （分数：5.00）_(2).(b) Explain the meaning of relevant information. (3 marks)（分数：5.00）_In relation to com
6、pany law explain: （分数：9.99）(1).(a) winding up; (3 marks) （分数：3.33）_(2).(b) when a company may be voluntarily wound up; (3 marks) （分数：3.33）_(3).(c) the procedure involved in the voluntary winding up of a company. (4 marks)（分数：3.33）_2.Ada, Beatrix and Collins have been friends for a long time. Recentl
7、y, they have an idea of conducting business for profit together and want to start running the business as soon as possible. All of them want to take part in the dayto-day management of the business. Since all of them have limited budgets, they do not want to invest too much money in the formation of
8、 the business. It is also their wish to keep any personal loss in the business within a particular limit. Required: Advise Ada, Beatrix and Collins as to the different forms, or what types, of business organisation for carrying on business in the Hong Kong Special Administrative Region which are app
9、ropriate/could meet their requirements. (10 marks)（分数：10.00）_(1).Last month, Pen Ltd placed an advertisement in newspapers inviting applicants to apply for job vacancies at the company. In response to the advertisement, Crystal and Daisy wrote to the company and attended job interviews last Monday a
10、nd Tuesday respectively. During Crystals interview, the company offered her the job with a monthly salary of HK$20,000. In return, Crystal demanded the payment of HK$30,000 per month. The demand was refused by the company immediately. One day after the interview, Crystal informed the company that sh
11、e accepted the companys offer. Required: (a) In relation to contract law, advise Crystal as to whether there is a contract between the company and her. (6 marks)（分数：5.00）_(2).During Daisys interview, the company offered Daisy the job and promised to keep the offer open until the end of this week. Da
12、isy agreed to consider the offer and reply to the company within the week. Required: (b) In relation to contract law, advise the company as to whether the company may withdraw the offer before the end of this week. (4 marks)（分数：5.00）_3.Hugo had been a lawyer in practice before he joined Property Lim
13、ited as a director of the company five years ago. The business of the company is about property investments. Last month, Hugo signed a document of the company without reading it. The document was in fact a contract and related to the selling of an asset of the company to another contracting party. B
14、y reason of a typing mistake, the selling price of the asset was wrongly stated in the contract as $2,000,000 when the correct price should be $3,000,000. The company has suffered loss as a result. Required: In relation to company law, advise Hugo as to whether he is liable for the loss suffered by
15、the company. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（Hong+Kong）真题 2008 年 12 月答案解析(总分：99.99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation to the rules adopted by the courts in statutory interpretation: （分数：10.00）(1).(a) Explain the literal rule, the golden rule and the mischief rule. (5
16、 marks) （分数：5.00）_正确答案：( )解析：(2).(b) State how the Bill of Rights Ordinance (Cap 383) affects the approach adopted by the courts in statutory interpretation. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the Sales of Goods Ordinance (Cap 26): （分数：10.00）(1).(a) Explain the rule Nemo dat quod non habat
17、 (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the following exceptions to the nemo dat rule: (i) Estoppel; (3 marks) (ii) Market Overt. (4 marks)（分数：5.00）_正确答案：( )解析：1.State and explain the remedies available for breach of contract. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to the termination o
18、f an employment contract, explain the following: （分数：10.00）(1).(a) Unreasonable dismissal; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Unlawful dismissal. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to company law, explain the following terms: （分数：10.00）(1).(a) A share; (3 marks) （分数：2.50）_正确答案：( )解析：(2).(
19、b) A debenture; (2 marks) （分数：2.50）_正确答案：( )解析：(3).(c) Authorised capital; (3 marks) （分数：2.50）_正确答案：( )解析：(4).(d) Premium. (2 marks)（分数：2.50）_正确答案：( )解析：In relation to s.270 of the Securities and Futures Ordinance (Cap 571): （分数：10.00）(1).(a) State the circumstances under which insider dealing in re
20、lation to a listed corporation takes place. (7 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the meaning of relevant information. (3 marks)（分数：5.00）_正确答案：( )解析：In relation to company law explain: （分数：9.99）(1).(a) winding up; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) when a company may be voluntarily woun
21、d up; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) the procedure involved in the voluntary winding up of a company. (4 marks)（分数：3.33）_正确答案：( )解析：2.Ada, Beatrix and Collins have been friends for a long time. Recently, they have an idea of conducting business for profit together and want to start running t
22、he business as soon as possible. All of them want to take part in the dayto-day management of the business. Since all of them have limited budgets, they do not want to invest too much money in the formation of the business. It is also their wish to keep any personal loss in the business within a par
23、ticular limit. Required: Advise Ada, Beatrix and Collins as to the different forms, or what types, of business organisation for carrying on business in the Hong Kong Special Administrative Region which are appropriate/could meet their requirements. (10 marks)（分数：10.00）_正确答案：( )解析：(1).Last month, Pen
24、 Ltd placed an advertisement in newspapers inviting applicants to apply for job vacancies at the company. In response to the advertisement, Crystal and Daisy wrote to the company and attended job interviews last Monday and Tuesday respectively. During Crystals interview, the company offered her the
25、job with a monthly salary of HK$20,000. In return, Crystal demanded the payment of HK$30,000 per month. The demand was refused by the company immediately. One day after the interview, Crystal informed the company that she accepted the companys offer. Required: (a) In relation to contract law, advise
26、 Crystal as to whether there is a contract between the company and her. (6 marks)（分数：5.00）_正确答案：( )解析：(2).During Daisys interview, the company offered Daisy the job and promised to keep the offer open until the end of this week. Daisy agreed to consider the offer and reply to the company within the
27、week. Required: (b) In relation to contract law, advise the company as to whether the company may withdraw the offer before the end of this week. (4 marks)（分数：5.00）_正确答案：( )解析：3.Hugo had been a lawyer in practice before he joined Property Limited as a director of the company five years ago. The busi
28、ness of the company is about property investments. Last month, Hugo signed a document of the company without reading it. The document was in fact a contract and related to the selling of an asset of the company to another contracting party. By reason of a typing mistake, the selling price of the asset was wrongly stated in the contract as $2,000,000 when the correct price should be $3,000,000. The company has suffered loss as a result. Required: In relation to company law, advise Hugo as to whether he is liable for the loss suffered by the company. (10 marks)（分数：10.00）_正确答案：( )解析：
